Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2013
Commission file number 000-53724
Nevada Gold Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware N/A
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2683 Via de la Valle, Suite G418
Del Mar, CA 92014
(Address of Principal Executive Offices & Zip Code)
(858) 367-9570
(Telephone Number)
Empire Stock Transfer
2470 St. Rose Parkway, Suite 304
Henderson, NV 89074
Telephone (702) 818-5898 Facsimile (702) 974-1444
(Name, Address and Telephone Number of Agent for Service)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [X] No [ ]
As of June 13, 2013, the registrant had 53,550,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established as of June 13, 2013.
NEVADA GOLD CORP.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Business 3
Item 1A. Risk Factors 6
Item 2. Properties 8
Item 3. Legal Proceedings 8
Item 4. Removed and Reserved 8
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 8
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 8. Financial Statements and Supplementary Data 12
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 22
Item 9A. Controls and Procedures 22
Part III
Item 10. Directors and Executive Officers 24
Item 11. Executive Compensation 26
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 27
Item 13. Certain Relationships and Related Transactions 28
Item 14. Principal Accounting Fees and Services 28
Part IV
Item 15. Exhibits 29
Signatures 29
2
PART I
ITEM 1. BUSINESS
We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
We conducted exploration on the one property in the company's portfolio during
2008 and 2009. The first phase of the fieldwork program was conducted by the
geologist during the period September 27 - October 3, 2008. The program included
reconnaissance geological mapping and prospecting and a line of MMI soil
sampling. The results appear to exhibit possible anomalous responses
particularly in the gold exploration suite (GES) comprised of the elements
cobalt, gold, nickel, palladium and silver. The geologist recommended a
follow-up, fill-in MMI soil sampling program about the anomalous samples to test
for the validity of the results. We advised the geologist to proceed with the
follow-up to phase one and he completed the fieldwork on June 22, 2009. On
August 5, 2009 we received his report in which he advised the company that based
on the data obtained in the follow-up to phase one he found it hard to recommend
further exploration efforts. Based on his recommendation the company has
abandoned the property and is now focusing its efforts on obtaining another
property for exploration or another business opportunity to enhance shareholder
value.
On May 31, 2011, our board of directors approved an agreement and plan of merger
to merge into our wholly-owned subsidiary Massey Exploration Corp., a Delaware
corporation and to carry out a continuance of our company from the State of
Nevada to the State of Delaware.
On July 8, 2011, we filed articles of merger with the Nevada Secretary of State
to effect the domicile change to the State of Delaware.
On July 8, 2011, we filed a certificate of merger with the Delaware Secretary of
State to effect the domicile change to the State of Delaware.
In conjunction with the domicile change, our board of directors adopted a new
certificate of incorporation under the laws of the State of Delaware to increase
our authorized number of shares of common stock from 75,000,000 to 125,000,000
shares of common stock, with a par value of $0.001 and to create a class of
30,000,000 preferred shares, with a par value of $0.001.
Also in conjunction with the domicile change, our board of directors adopted new
bylaws under the laws of the State of Delaware. The bylaws are attached, as
Exhibit 3.3, to our current report filed on Form 8-K with the Securities and
Exchange Commission on July 13, 2011.
These amendments were approved on May 31, 2011 by 51.9% of the holders of our
common stock by way of a written consent resolution. Our definitive Schedule
14C, Information Statement, was filed on June 17, 2011.
On July 11, 2011, the Financial Industry Regulatory Authority ("FINRA")
processed our request to carry out a continuance from the State of Nevada to the
State of Delaware. The domicile change has become effective with the
Over-the-Counter Bulletin Board at the opening of trading on July 11, 2011 under
our current symbol "MSXP".
3
Effective July 20, 2012, Michael Hawitt resigned as president, secretary,
treasurer, chief executive officer, chief financial officer and as director of
our company. Mr. Hawitt's resignation was not the result of any disagreements
with our company regarding our operations, policies, practices or otherwise.
Concurrently with Mr. Hawitt's resignation, we appointed Merrill W. Moses as
president, secretary, treasurer, chief executive officer, chief financial
officer and as director of our company, effective July 20, 2012. In addition, we
also appointed Charles C. Hooper as vice president of our company. Also
effective July 20, 2012, we increased the number of directors on our board of
directors to two (2) and appointed Charles C. Hooper as a member to our
company's board of directors.
On July 23, 2012, the Delaware Secretary of State accepted for filing of a
Certificate of Amendment to our Certificate of Incorporation to change our name
from Massey Exploration Corp. to Nevada Gold Corp. and to effect a forward split
of our issued and outstanding shares of common stock on the basis of 8.5 new for
one (1) old, effective July 27, 2012. As a result, our issued and outstanding
shares of common stock will increase from 6,300,000 to 53,550,000 shares of
common stock, par value of $0.001. Our authorized share capital will remain the
same. The Certificate of Amendment is as Exhibit 3.1 to the Form 8-K filed with
the Securities and Exchange Commission on July 26, 2012.
The name change and the forward split were approved on June 27, 2012 by our
board of directors and 51.5% of the holders of our common stock by way of a
written consent resolution.
Effective July 27, 2012, in accordance with approval from the Financial Industry
Regulatory Authority ("FINRA"), we changed our name from Massey Exploration
Corp. to Nevada Gold Corp. and effected a forward split of our issued and
outstanding shares of common stock on a 8.5 new for one (1) old basis, such
that, our issued and outstanding shares of common stock increased from 6,300,000
to 53,550,000 shares of common stock, par value of $0.001. Our authorized
capital remains at 75,000,000 common shares of common stock, par value of
$0.001.
The name change and forward split became effective with the Over-the-Counter
Bulletin Board at the opening of trading on July 27, 2012. A new symbol, NVGC,
was issued by FINRA.
Effective August 8, 2012, Nevada Gold Corp. entered into an option agreement
with Development Resources LLC, a Utah LLC ("Development Resources"), wherein we
wish to acquire an interest in four sections (2,560 acres), consisting of
approximately 120 BLM mineral lease claims from Development Resources for the
purpose of exploration for gold, silver and other mineralization deposits (the
"Property").
The Property consists of BLM mineral lease claims group for a total of 120
claims located on Sections 5, 6, 7 and 8 in Township 33N and Range 64E with
Meridian MDR&M. We also have an option to acquire a similar interest in and to
an additional 4 sections of 2,650 acres of approximately 120 claims held by
Development Resources for a period of one year from the effective date.
In order for us to exercise the option, we are required to pay $125,000 to
Development Resources by July 1, 2013. We are also required to issue an
aggregate of 3,000,000 restricted shares of common stock after the property
payment of $125,000 is made.
4
In addition, pursuant to terms of the option agreement, we were required to pay
$47,400 to Development Resources no later than August 14, 2012 for the full
county, state and BLM fees to keep the Property in good standing, for a period
of one year, with all agencies by the required filing date of September 1, 2012.
All the required payments were made.
Upon the full payment of cash and the distribution of shares, we will acquire
51% interest free and clear in and to the Property from Development Resources.
The option agreement shall terminate at 12:01 pm on the 15th day following any
non-payment by us for the schedule of payments and/or delivery of the shares on
a timely basis or any alternative payment acceptable to Development Resources
has not been agreed to and paid to Development Resources by us.
The description of the Property contained in this Item 1.01 is a summary and is
qualified in its entirety by reference to the copy of the option agreement is
attached as an exhibit to a Form 8-K as filed with the Securities and Exchange
Commission on August 8, 2012.
COMPETITION
We do not compete directly with anyone for the exploration or removal of
minerals from any future property as we intend to hold all interest and rights
to the claim(s). Readily available commodities markets exist in the U.S. and
around the world for the sale of gold, silver and other minerals. Therefore, we
will likely be able to sell any minerals that we are able to recover.
We are subject to competition and unforeseen limited sources of supplies in the
industry in the event spot shortages arise for supplies such as dynamite, and
certain equipment such as bulldozers and excavators that we will need to conduct
exploration. If we are unsuccessful in securing the products, equipment and
services we need we may have to suspend our future exploration plans until we
are able to do so.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
COMPLIANCE WITH GOVERNMENT REGULATION
We are required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in any area where we will carry out future exploration programs.
5
PATENTS, TRADEMARKS, FRANCHISES, ROYALTY AGREEMENTS OR LABOR CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.
NEED FOR GOVERNMENT APPROVAL OF PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We paid $47,400 in exploration costs during the year ended February 28, 2013.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Merrill W. Moses serves as president, secretary, treasurer, chief executive
officer, chief financial officer and as director of our company, effective July
20, 2012. In addition Charles C. Hooper serves as vice president of our company.
Mr. Moses currently devotes 8 hours per week to company matters and he plans to
devote as much time as the board of directors determines is necessary to manage
the affairs of the company in the future. Mr. Hooper currently devotes 1 hour
per week to company matters and he plans to devote as much time as the board of
directors determines is necessary to manage the affairs of the company in the
future. There are no formal employment agreements between the company and our
current employees.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements, including filing Form
10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other
proxy and information statements from time to time as required. We do not intend
to voluntarily file the above reports in the event that our obligation to file
such reports is suspended under the Exchange Act. The public may read and copy
any materials that we file with the Securities and Exchange Commission, ("SEC"),
at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549,
telephone 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
ITEM 1A. RISK FACTORS
OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL
UNCERTAINTY WE WILL CONTINUE ACTIVITIES IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.
6
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. As such we may have to cease activities and you could lose your
investment.
BECAUSE THE PROBABILITY OF AN INDIVIDUAL PROSPECT EVER HAVING RESERVES IS
EXTREMELY REMOTE, ANY FUNDS SPENT ON EXPLORATION WILL PROBABLY BE LOST.
The probability of an individual prospect ever having reserves is extremely
remote. In all probability any future property we may acquire may not contain
any reserves. As such, any funds spent on exploration will probably be lost
which will result in a loss of your investment.
WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO
THE FUTURE. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES.
We were incorporated in January 2007 and we have not realized any revenues from
operations. We have a limited operating history upon which an evaluation of our
future success or failure can be made. Our net loss was $257,373 from inception
to February 28, 2013. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon:
* our ability to bring to production a profitable mineral property
* our ability to generate revenues
* our ability to reduce exploration costs.
Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
exploration of mineral properties. As a result, we may not generate revenues in
the future. Failure to generate revenues will cause us to suspend or cease
activities.
BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES, WHICH COULD HURT OUR FINANCIAL POSITION
AND POSSIBLY RESULT IN THE FAILURE OF OUR BUSINESS.
The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MAY HAVE TO LIMIT OUR
EXPLORATION ACTIVITY WHICH MAY RESULT IN A LOSS OF YOUR INVESTMENT.
Because we are small and do not have much capital, we must limit our exploration
activity. As such we may not be able to complete an exploration program that is
as thorough as we would like. In that event, an existing reserve may go
undiscovered. Without a reserve, we cannot generate revenues and you will lose
your investment.
7
WE MAY NOT HAVE ACCESS TO ALL OF THE SUPPLIES AND MATERIALS WE NEED TO BEGIN
EXPLORATION WHICH COULD CAUSE US TO DELAY OR SUSPEND ACTIVITIES.
Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of supplies, such as dynamite, and certain
equipment such as bulldozers and excavators that we might need to conduct
exploration. If we cannot find the products and equipment we need, we will have
to suspend our future exploration plans until we do find the products and
equipment we need.
BECAUSE OUR OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES AND WILL
ONLY BE DEVOTING 15% OF HIS TIME OR APPROXIMATELY EIGHT HOURS PER WEEK TO OUR
OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC
INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION.
Because our officer and director has other outside business activities and will
only be devoting 15% of his time or eight hours per week to our operations, our
operations may be sporadic and occur at times which are convenient to our
officer and director. As a result, exploration programs may be periodically
interrupted or suspended.
ITEM 2. PROPERTIES
We do not currently own any property. Our offices are located at 2683 Via de la
Valle, Suite G418, Del Mar, CA 92014, which are the offices of our president and
are provided to us free of charge. The telephone number is (858)367-9570. The
facilities include answering services, fax services, secretarial services,
reception area and shared office and boardroom meeting facilities. Management
believes the current premises are sufficient for its needs at this time.
We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our shares are currently listed under the symbol "NVGC" on the Over the Counter
Bulletin Board (OTCBB). To be eligible for quotation on the OTCBB, issuers must
remain current in their filings with the SEC or applicable regulatory authority.
As of the date of this filing, there has been no public trading of our
securities, and, therefore, no high and low bid pricing. As of the date of this
8
report Nevada Gold Corp. had 35 shareholders of record. We have paid no cash
dividends and have no outstanding options.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The company's shares constitute penny stock under the Securities and
Exchange Act. The shares will remain penny stocks for the foreseeable future.
The classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
9
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
TRANSFER AGENT
The company has retained Holladay Stock Transfer, Inc. of 2939 North 67th Place,
Suite C, Scottsdale, Arizona as transfer agent.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
We are still in our exploration stage and have not generated any revenue.
We incurred operating expenses of $72,007 and $129,381 for the years ended
February 28, 2013 and February 29, 2012, respectively. These expenses consisted
of general operating expenses incurred in connection with the day to day
operation of our business and the preparation and filing of our registration
statement and periodic reports. Our net loss from inception (January 22, 2007)
through February 28, 2013 was $257,373, with $62,850 of that being exploration
costs.
Our auditors expressed their doubt about our ability to continue as a going
concern unless we are able to raise additional capital and ultimately to
generate profitable operations.
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at February 28, 2013 was $254 with $179,627 in outstanding
liabilities. Management believes our current cash resources are not sufficient
to fund operations for the next twelve months. If we experience a shortage of
funds prior to funding we may utilize funds from our director, who has
informally agreed to advance funds to allow us to pay for filing and
professional fees, however he has no formal commitment, arrangement or legal
obligation to advance or loan funds to the company.
PLAN OF OPERATION
Our plan of operation for the next twelve months is to carry out exploration on
the new leased property.
The company has an option to acquire certain claims located the Long Canyon Gold
Trend of Northern Nevada State. It is the company's intension to fulfill its
10
option agreement with the vendor for cash and stock consideration as well as
complete a phase one surface and air exploration program including soil samples,
chip samples and grid work to seek drill targets and produce a geologists report
for future work. The company will need to raise exploration funds to complete
this work.
Total expenditures over the next 12 months are currently expected to be
approximately $250,000.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
11
ITEM 8. FINANCIAL STATEMENTS
GEORGE STEWART, CPA
316 17TH AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Nevada Gold Corp.
I have audited the accompanying balance sheets of Nevada Gold Corp. (An
Exploration Stage Company) as of February 28, 2013 and 2012, and the related
statements of operations, stockholders' equity and cash flows for the years
ended February 28, 2013 and 2012 and for the period from January 22 2007
(inception), to February 28, 2013. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Nevada Gold Corp., (An Exploration
Stage Company) as of February 28, 2013 and 2012, and the results of its
operations and cash flows for the years ended February 28, 2013 and 2012 and the
period from January 22, 2007 (inception), to February 29, 2013 in conformity
with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 4 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 4. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ George Stewart
----------------------------------
Seattle, Washington
June 9, 2013
12
NEVADA GOLD CORP.
fka Massey Exploration Corp.
(An Exploration Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
February 28, February 29,
2013 2012
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 254 $ 365
Deposit -- --
---------- ----------
TOTAL CURRENT ASSETS 254 365
---------- ----------
TOTAL ASSETS $ 254 $ 365
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 87,934 $ 86,209
Loan Payable 67,563 15,750
Loan Payable - Related Party 24,130 5,771
---------- ----------
TOTAL CURRENT LIABILITIES 179,627 107,731
---------- ----------
TOTAL LIABILITIES 179,627 107,731
---------- ----------
STOCKHOLDERS' EQUITY
Preferred Stock, $0.001 par value, 30,000,000 shares authorized,
zero and zero shares issued and outstanding as of February 28, 2013
and February 29, 2012
Common stock, $0.001 par value, 125,000,000 shares authorized;
53,550,000 shares issued and oustanding as of February 28, 2013
and February 29, 2012 53,550 53,550
Additional paid-in capital 24,450 24,450
Deficit accumulated during exploration stage (257,373) (185,366)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (179,373) (107,366)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 254 $ 365
========== ==========
See Notes to Financial Statements
13
NEVADA GOLD CORP.
fka Massey Exploration Corp.
(An Exploration Stage Company)
Statements of Operations
--------------------------------------------------------------------------------
January 22, 2007
(inception)
Year Ended Year Ended through
February 28, February 29, February 28,
2013 2012 2013
------------ ------------ ------------
REVENUES
Profit Sharing $ -- $ -- $ 7
------------ ------------ ------------
TOTAL REVENUES -- -- 7
EXPENSES
Property Expenditures 47,400 -- 62,850
Professional Fees 14,860 123,979 162,033
General and Adminstrative 7,930 4,652 29,930
Interest Expense 1,817 750 2,567
------------ ------------ ------------
TOTAL EXPENSES 72,007 129,381 257,380
------------ ------------ ------------
NET INCOME (LOSS) $ (72,007) $ (129,381) $ (257,373)
============ ============ ============
BASIC EARNING (LOSS) PER SHARE $ 0.00 $ 0.00
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 53,550,000 53,550,000
============ ============
See Notes to Financial Statements
14
NEVADA GOLD CORP.
fka Massey Exploration Corp.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From January 22, 2007 (Inception) through February 28, 2013
--------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, JANUARY 22, 2007 -- $ -- $ -- $ -- $ --
---------- -------- ------- --------- ---------
Stock issued for cash on November 14, 2007
@ $0.004 per share 1,000,000 1,000 3,000 4,000
Stock issued for cash on January 30, 2008
@ $0.004 per share 2,000,000 2,000 6,000 8,000
Net loss, February 29, 2008 (4,000) (4,000)
---------- -------- ------- --------- ---------
BALANCE, FEBRUARY 29, 2008 3,000,000 3,000 9,000 (4,000) 8,000
---------- -------- ------- --------- ---------
Stock issued for cash on December 16, 2008
@ $0.02 per share 3,300,000 3,300 62,700 66,000
Net loss, February 29, 2009 (16,538) (16,538)
---------- -------- ------- --------- ---------
BALANCE, FEBRUARY 29, 2009 6,300,000 6,300 71,700 (20,538) 57,462
---------- -------- ------- --------- ---------
Net loss, February 29, 2010 (17,694) (17,694)
---------- -------- ------- --------- ---------
BALANCE, FEBRUARY 29, 2010 6,300,000 6,300 71,700 (38,232) 39,768
---------- -------- ------- --------- ---------
Net loss, February 28, 2011 (17,753) (17,753)
---------- -------- ------- --------- ---------
BALANCE, FEBRUARY 28, 2011 6,300,000 6,300 71,700 (55,985) 22,015
---------- -------- ------- --------- ---------
Net loss, February 29, 2012 (129,381) (129,381)
---------- -------- ------- --------- ---------
BALANCE, FEBRUARY 29, 2012 6,300,000 6,300 71,700 (185,366) (107,366)
---------- -------- ------- --------- ---------
8.5 for 1 forward stock split on
July 27, 2012 47,250,000 47,250 (47,250)
Net loss, February 28, 2013 (72,007) (72,007)
---------- -------- ------- --------- ---------
BALANCE, FEBRUARY 28, 2013 53,550,000 $ 53,550 $24,450 $(257,373) $(179,373)
========== ======== ======= ========= =========
See Notes to Financial Statements
15
NEVADA GOLD CORP.
fka Massey Exploration Corp.
(An Exploration Stage Company)
Statements of Cash Flows
--------------------------------------------------------------------------------
January 22, 2007
(inception)
Year Ended Year Ended through
February 28, February 29, February 28,
2013 2012 2013
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (72,007) $ (129,381) $ (257,373)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Accounts Payable 1,725 84,469 87,934
Deposit -- 29,970 --
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (70,282) (14,942) (169,439)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable 51,812 750 67,562
Loan Payable - Related Party 18,359 5,771 24,131
Issuance of common stock -- -- 78,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 70,171 6,521 169,693
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH (111) (8,421) 254
CASH AT BEGINNING OF PERIOD 365 8,785 --
---------- ---------- ----------
CASH AT END OF YEAR $ 254 $ 365 $ 254
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See Notes to Financial Statements
16
NEVADA GOLD CORP.
fka Massey Exploration Corp.
(An Exploration Stage Company)
Notes to Financial Statements
February 28, 2013
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Nevada Gold Corp (formerly Massey Exploration Corp.) (the Company) was
incorporated under the laws of the State of Nevada on January 22, 2007. On July
8, 2011 the Company merged with its wholly-owned subsidiary, Massey Exploration
Corp. for the purpose of re-domiciling to the state of Delaware. The Company was
formed to engage in the acquisition, exploration and development of natural
resource properties.
The Company is in the exploration stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has commenced limited exploration activities.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a February 28, year-end.
BASIC EARNINGS (LOSS) PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net earnings (loss) per share amounts is computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
17
NEVADA GOLD CORP.
fka Massey Exploration Corp.
(An Exploration Stage Company)
Notes to Financial Statements
February 28, 2013
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
MINING EXPENSES
The Company has been in the exploration stage since its inception and has not
yet realized any revenues from its planned operations. It is primarily engaged
in the acquisition and exploration of mining properties. Mineral property
exploration costs are expensed as incurred. Mineral property acquisition costs
are initially capitalized when incurred using the guidance in EITF 04-02,
"WHETHER MINERAL RIGHTS ARE TANGIBLE OR INTANGIBLE ASSETS". The Company assesses
the carrying costs for impairment under ASC No. 360, "IMPAIRMENT OR DISPOSAL OF
LONG LIVED ASSETS" at each fiscal quarter end. When it has been determined that
a mineral property can be economically developed as a result of establishing
proven and probable reserves, the costs then incurred to develop such property,
are capitalized. Such costs will be amortized using the units-of-production
method over the estimated life of the probable reserve. If mineral properties
are subsequently abandoned or impaired, any capitalized costs will be charged to
operations.
18
NEVADA GOLD CORP.
fka Massey Exploration Corp.
(An Exploration Stage Company)
Notes to Financial Statements
February 28, 2013
--------------------------------------------------------------------------------
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the company's financial statements.
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had limited operations during the period from January 22, 2007 (date
of inception) to February 28, 2013 and generated a net loss of $257,373. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. The company's current cash of $254 is not sufficient to cover the
expenses they will incur during the next twelve months without raising
additional funding.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
NOTE 6. RELATED PARTY TRANSACTIONS
The sole officer and director of the Company may, in the future, become involved
in other business opportunities as they become available, he may face a conflict
in selecting between the Company and his other business opportunities. The
Company has not formulated a policy for the resolution of such conflicts.
As of February 28, 2013, $12,251 is owed to Michael Hawitt, a former officer and
director, and is non interest bearing with no specific repayment terms.
As of February 28, 2013, $11,880 is owed to Merrill Moses, the current officer
and director, and is non interest bearing with no specific repayment terms.
NOTE 7. INCOME TAXES
As of February 28, 2013
-----------------------
Deferred tax assets:
Net operating tax carryforwards $ 257,373
Tax rate 34%
---------
Gross deferred tax assets 87,507
Valuation allowance (87,507)
---------
Net deferred tax assets $ 0
=========
19
NEVADA GOLD CORP.
fka Massey Exploration Corp.
(An Exploration Stage Company)
Notes to Financial Statements
February 28, 2013
--------------------------------------------------------------------------------
NOTE 7. INCOME TAXES (CONTINUED)
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 8. LOAN PAYABLE
As of February 28, 2013, the Company owes two unrelated parties a total of
$67,563. The first note was for $15,000 forwarded on behalf of the Company as a
retainer for legal fees. The note bears interest of 5% per annum and the term
expires on February 28, 2014. The second note for $50,000 bears interest at a
rate of 10% per annum and has no maturity date.
NOTE 9. NET OPERATING LOSSES
As of February 28, 2013, the Company has a net operating loss carryforward of
approximately $257,373. Net operating loss carryforwards expire twenty years
from the date the loss was incurred.
NOTE 10. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
On November 14, 2007, the Company issued a total of 1,000,000 shares of common
stock to Michael Hawitt for cash in the amount of $0.004 per share for a total
of $4,000.
On January 30, 2008, the Company issued a total of 2,000,000 shares of common
stock at $0.004 per share to Michael Hawitt in exchange for an invoice paid on
behalf of the Company in the amount of $8,000.
On December 16, 2008, the Company issued a total of 3,300,000 shares of common
stock to 34 unrelated investors for cash in the amount of $0.02 per share for a
total of $66,000.
Effective July 27, 2012, in accordance with approval from the Financial Industry
Regulatory Authority ("FINRA"), we effected a forward split of our issued and
outstanding shares of common stock on a 8.5 new for one (1) old basis, such
that, our issued and outstanding shares of common stock increased from 6,300,000
to 53,550,000 shares of common stock, par value of $0.001.
As of February 28, 2013, the Company had 53,550,000 shares of common stock
issued and outstanding.
20
NEVADA GOLD CORP.
fka Massey Exploration Corp.
(An Exploration Stage Company)
Notes to Financial Statements
February 28, 2013
--------------------------------------------------------------------------------
NOTE 11. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of February 28, 2013:
Preferred stock, $ 0.001 par value: 30,000,000 shares authorized; zero shares
issued and outstanding.
Common stock, $ 0.001 par value: 125,000,000 shares authorized; 53,550,000
shares issued and outstanding.
21
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer (our
president), we have conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.
22
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of February 28, 2013, based on the framework set forth
in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.
Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.
Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
23
CHANGES IN INTERNAL CONTROLS
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
CEO AND CFO CERTIFICATIONS
Appearing immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The officer and director of Nevada Gold Corp., whose one year terms will expire
2/28/14, or at such a time as their successor(s) shall be elected and qualified
are as follows:
Date First
Name & Address Age Position Elected Term Expires
-------------- --- -------- ------- ------------
Merrill W. Moses 59 President, 7/20/12 2/28/14
2683 Via de la Valle Secretary,
Suite G418 Treasurer,
Del Mar, CA 92014 CFO, CEO &
Director
The foregoing person is a promoter of Nevada Gold Corp., as that term is defined
in the rules and regulations promulgated under the Securities and Exchange Act
of 1933. Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been elected and qualified.
Officers are appointed to serve until the meeting of the board of directors
following the next annual meeting of stockholders and until their successors
have been elected and qualified.
Mr. Moses currently devotes 8 hours per week to company matters, in the future
he intends to devote as much time as the board of directors deems necessary to
manage the affairs of the company.
BACKGROUND INFORMATION
MERRILL MOSES has been the President, Secretary, Treasurer and a Director of
Nevada Gold Corp. since July 20, 2012.
24
Mr. Moses was an originator of Jiffy Lube, a major automobile franchise, and was
the president and chief executive officer of M&M Foods. In 1980, after
participating in the establishment and operation of several public and private
resource companies, Mr. Moses founded Intercontinental Oil and Research (ICOR),
an independent oil and gas company he operated for a decade. ICOR ultimately
arranged for the purchase of more than $100 million in developed and undeveloped
oil and gas properties throughout the central and western United States,
resulting in more than 100 billion cubic feet of natural gas and 20 million
barrels of oil in the ground.
From 1994 to 2009, Mr. Moses founded and was the chief executive officer and
bank president of Cambridge Financial Services, a mortgage banking firm in San
Diego, California. Cambridge Financial Services employed more than 1,000
individuals and managed successful financing of more than $300 million dollars
per year in mortgage financing for residential, construction and commercial
projects in 47 states and two countries.
Since 1999, Mr. Moses has served as the chief executive officer and president of
both Energy Pro Inc. and Dynamic Energy & Petroleum Inc., two oil and gas
companies with a number of oil and gas leases in Montana and Oklahoma. His
primary responsibility as the chief executive officer and president is making
the company's overall strategic decisions and managing all aspects of the
company.
Since 2002, he has been a member to the board of directors of Goldnev Resource
Inc., a gas and oil shale public company whose shares trade on the TSX Venture
Exchange under the symbol "GNZ". His duties and responsibilities as a director
are to analyze, review, and develop business strategies. Mr. Moses graduated
from Brigham Young University, majoring in finance and business in 1976.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Our executive officer and director has not been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending
criminal proceeding (excluding traffic violations and other minor offenses);
2. The entry of an order, judgment or decree, not subsequently reversed,
suspended or vacated, by a court of competent jurisdiction that permanently or
temporarily enjoined, barred, suspended or otherwise limited such person's
involvement in any type of business, securities, commodities, or banking
activities;
3. A finding or judgment by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission, the Commodity Futures Trading
Commission, or a state securities regulator of a violation of federal or state
securities or commodities law, which finding or judgment has not been reversed,
suspended, or vacated; or
4. The entry of an order by a self-regulatory organization that permanently or
temporarily barred, suspended or otherwise limited such party's involvement in
any type of business or securities activities.
25
CONFLICTS OF INTEREST
We believe that our officer and director may be subject to conflicts of
interest. The conflicts of interest arise from his being unable to devote full
time to our operations.
No policy has been implemented or will be implemented to address conflicts of
interest.
In the event our officer and director resigns from his position, there may be no
one to run our operations and our operations may be suspended or cease entirely.
CODE OF ETHICS
We do not currently have a code of ethics, because we have only limited business
operations and one officer and director, we believe a code of ethics would have
limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and employees.
ITEM 11. EXECUTIVE COMPENSATION
Our current officer receives no compensation. The current Board of Directors is
comprised of Merrill Moses.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Merrill 2013 0 0 0 0 0 0 0 0
Moses, 2012 0 0 0 0 0 0 0 0
President,
CFO & CEO
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Merrill 0 0 0 0 0 0 0 0 0
Moses,
CEO & CFO
26
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Merrill Moses, 0 0 0 0 0 0 0
Director
There are no current employment agreements between the company and its executive
officer.
Mr. Moses currently devotes approximately 8 hours per week to manage the affairs
of the company. He has agreed to work with no remuneration until such time as
the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Nevada Gold Corp.
voting securities by officers, directors and major shareholders as well as those
who own beneficially more than five percent of our common stock as of the date
of this report:
Name of No. of Percentage
Beneficial Owner (1) Shares of Ownership
-------------------- ------ ------------
Merrill Moses (1) 0 0%
All Officers and
Directors as a Group 0 0%
Michael Hawitt 25,500,000 47%
----------
(1) The person named may be deemed to be a "parent" and "promoter" of the
Company, within the meaning of such terms under the Securities Act of 1933,
as amended.
27
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In November 2007 Michael Hawitt, a director of the company at that time,
purchased 2,000,000 shares of our common stock at $0.004 per share. In January
2008 he was issued an additional 1,000,000 shares valued at $0.004 per share in
exchange for an invoice he paid on the company's behalf. Pursuant to the 8.5
forward share split in July 2012 Mr. Hawitt now owns 25,500,000 shares. All of
such shares are "restricted" securities, as that term is defined by the
Securities Act of 1933, as amended, and are held by the officer and director of
the Company.
Our offices, located at 2683 Via de la Valle, Suite G418, Del Mar, CA 92014, are
also the offices of our president and are provided to us free of charge.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
For the year ended February 28, 2013, the total fees charged to the company for
audit services were $7,300 for audit-related services were $Nil, for tax
services were $Nil and for other services were $Nil.
For the year ended February 29, 2012, the total fees charged to the company for
audit services were $7,600 for audit-related services were $Nil, for tax
services were $Nil and for other services were $Nil.
28
PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number Description
------ -----------
*3(i) Articles of Incorporation
*3(ii) Bylaws
31 Sec. 302 Certification of CEO/CFO
32 Sec. 906 Certification of CEO/CFO
**101 Interactive data files pursuant to Rule 405 of Regulation S-T
----------
* Document is incorporated by reference and can be found in its entirety in
our Registration Statement on Form S-1, SEC File Number 333-150821, at the
Securities and Exchange Commission website at www.sec.gov.
** To be filed by amendment.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-K and authorized this report to be signed on
its behalf by the undersigned, in the city of Del Mar, state of California, on
June 13, 2013.
Nevada Gold Corp.
/s/ Merrill W. Moses
-----------------------------------
By: Merrill W. Moses
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this report
was signed by the following person in the capacities and date stated.
/s/ Merrill Moses June 13, 2013
---------------------------------------- -------------
Merrill Moses, President & Sole Director Date
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)
2
